0000950170-22-014791 | 10-Q | XBRL Viewer

Provision (benefit) for income taxes

Interest expense, net

$ (3,112)

$ (10,452)

$ (2,262)

$ (17,169)

(5,432)

(3,063)

(10,367)

1,372

Depreciation and amortization

34,407

35,918

68,441

70,681

Loss on extinguishment of debt

$ 13,900

13,938

Shares based compensation

1,943

2,664

3,802

3,226

Net Income (Loss)

14,236

$ 13,013

3,770

$ (19,389)

27,249

(15,619)

Segments

Provision (benefit) for income taxes

Total Adjusted EBITDA

60,834

56,322

114,434

92,912

Interest expense, net

3,112

10,452

2,262

17,169

5,432

3,063

10,367

(1,372)

Depreciation and amortization

34,407

35,918

68,441

70,681

Loss on extinguishment of debt

13,938

Shares based compensation

1,943

2,664

3,802

3,226

Transaction and acquisition-related charges

^[1]

1,179

382

2,677

4,366

Integration, restructuring, and other charges

^[2]

525

(364)

523

Net Income (Loss)

14,236

3,770

27,249

(15,619)

Segments | Americas

Total Adjusted EBITDA

52,954

49,208

99,773

83,055

Segments | International

Total Adjusted EBITDA

$ 7,880

$ 7,114

$ 14,661

$ 9,857

[1]

Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Additionally includes incremental professional service fees incurred related to the initial public offering and subsequent one-time compliance efforts. The three and six months ended June 30, 2022 includes a transaction bonus expense related to one of the Company’s 2021 acquisitions.

[2]

Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to legal exposures inherited from legacy acquisitions, foreign currency (gains) losses, and (gains) losses on the sale of assets.

Reportable Segments - Summary of Long Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total long-lived assets, net	$ 1,382,032	$ 1,412,552
United States, country of domicile
Segment Reporting, Revenue Reconciling Item [Line Items]
Total long-lived assets, net	1,186,972	1,213,093
All Other Countries
Segment Reporting, Revenue Reconciling Item [Line Items]
Total long-lived assets, net	$ 195,060	$ 199,459

Reportable Segments - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 201,561	$ 174,826	$ 391,442	$ 306,896
Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	(2,074)	(1,554)	(4,022)	(2,569)
Americas
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	170,591	146,300	330,679	262,823
International
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 33,044	$ 30,080	$ 64,785	$ 46,642

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and their assigned levels within the valuation hierarchy as of June 30, 2022 (in thousands):


	Level 1		Level 2		Level 3
Assets
Interest rate swaps	$	—	$	8,036	$	—

Subsequent Event (Additional Information) (Details) $ in Millions	Aug. 02, 2022 USD ($)
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Repurchase of Common Stock	$ 50.0

Derivatives (Tables)

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Location and Fair Value of Financial Position and Location and Amount of Gains and Losses Recorded Related to Derivative Instruments

The following is a summary of location and fair value of the financial position recorded related to the derivative instruments (in thousands):


		Fair Value
Derivatives not designated as hedging instruments	Balance Sheet Location	As of June 30, 2022		As of December 31, 2021
Interest rate swaps	Prepaid expenses and other current assets	$	8,036	$	197

The following is a summary of location and amount of gains and (losses) recorded related to the derivative instruments (in thousands):


		Gain/(Loss)
		Three Months Ended June 30,					Six Months Ended June 30,
Derivatives not designated as hedging instruments	Income Statement Location	2022		2021			2022		2021
Interest rate swaps	Interest expense, net	$	2,119	$	(79	)	$	7,378	$	953

Long-term Debt - Fair Value of Company's Long-term Debt Obligation (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: Deferred financing costs	$ (8,985)	$ (9,879)
Long-term debt, net	555,739	554,845
Successor First Lien Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	$ 564,724	$ 564,724

Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Acquisitions

Note 3. Acquisitions

2021 Acquisitions

On March 31, 2021, the Company completed its acquisition of selected assets and specified liabilities comprising the United Kingdom background screening business unit of a United Kingdom based company for cash consideration of $7.6 million. The Company recognized $3.1 million of goodwill and $3.0 million of intangible assets subject to amortization. Goodwill recognized is primarily attributable to assembled workforce and the expected growth of the Company and is not deductible for tax purposes. Results of operations have been included in the condensed consolidated financial statements of the Company’s International segment since the closing date.

On November 30, 2021, the Company completed its acquisition of a background screening and verification provider based in Mexico. Goodwill recognized as result of this acquisition was not deductible for tax purposes. Results of operations have been included in the condensed consolidated financial statements of the Company’s Americas segment since the closing date.

On November 30, 2021, the Company, through one of its wholly-owned subsidiaries in the United States, entered into an agreement to acquire 100% of the outstanding equity of Corporate Screening Services, LLC (“Corporate Screening”), a U.S.-based screening and compliance solutions provider which strengthened the Company’s healthcare and higher education solutions by adding technology and expertise tailored to those customers, for cash consideration of $39.4 million. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, a significant portion of the $22.2 million of goodwill recognized was deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $15.5 million, of which $11.8 million was attributable to a customer related intangible asset, with an estimated useful life of fourteen years and $3.6 million was attributable to developed technology with a useful life of five years. In addition, the Company acquired current assets of $2.9 million and assumed liabilities of $1.6 million. The allocation was finalized as of June 30, 2022. Results of operations have been included in the condensed consolidated financial statements of the Company’s Americas segment since the closing date.

2022 Acquisition

The Company completed its asset purchase of Form I-9 Compliance, a U.S.-based technology solution and consulting service provider for I-9 and E-Verify compliance, for cash consideration of approximately $19.8 million. The transfer of ownership became effective as of January 1, 2022 and strategically expands the Company’s product suite offerings through the addition of new I-9 and employment eligibility solutions. The acquired assets were determined to constitute a business and the Company was deemed to be the acquirer under ASC 805. The Company recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of January 1, 2022.

As of the date these condensed consolidated financial statements were issued, the purchase accounting related to the acquisition of Form I-9 Compliance was incomplete as the valuations of deferred taxes and purchase price were still in the process of being finalized, and certain customary transaction adjustments were not yet finalized. The Company has reflected the provisional amounts for goodwill and deferred taxes in these condensed consolidated financial statements. As such, the above balances may be adjusted in a future period as the valuation is finalized and these adjustments may be material to the consolidated financial statements.

The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):


Consideration
Cash, net of cash acquired	$	19,087
Total fair value of consideration transferred	$	19,087
Current assets	$	1,151
Property and equipment, including software developed for internal use		3,045
Customer lists		6,100
Current liabilities		(325	)
Total identifiable net assets	$	9,971
Goodwill	$	9,116

Goodwill recognized in the acquisition of Form I-9 Compliance is deductible for tax purposes. Results of operations have been included in the condensed consolidated financial statements of the Company’s Americas segment since the effective date of the acquisition.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Form I-9 Compliance [Member]

Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed (in thousands):


Consideration
Cash, net of cash acquired	$	19,087
Total fair value of consideration transferred	$	19,087
Current assets	$	1,151
Property and equipment, including software developed for internal use		3,045
Customer lists		6,100
Current liabilities		(325	)
Total identifiable net assets	$	9,971
Goodwill	$	9,116

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Recognition of Share-Based Compensation related to Employees

Share-based compensation expense is recognized in cost of services, product and technology expense, and selling, general, and administrative expense, in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Share-based compensation expense
Cost of services	$	277	$	41	$	551	$	73
Product and technology expense		312		67		516		121
Selling, general, and administrative expense		1,354		2,556		2,735		3,032
Total share-based compensation expense	$	1,943	$	2,664	$	3,802	$	3,226

Summary of outstanding stock option grants issued

Additionally, the vesting, vesting conditions, and equity classification of the awards remained unchanged as a result of the conversion.


		Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
December 31, 2021	Grants outstanding		3,519,563		$	6.66
	Grants exercised		(192,230	)	$	6.67
	Grants cancelled/forfeited		(113,264	)	$	6.61
June 30, 2022	Grants outstanding		3,214,069		$	6.66	7.7 Years	$19.3 million
June 30, 2022	Grants vested		820,282		$	6.64	7.7 Years	$4.9 million
June 30, 2022	Grants unvested		2,393,787		$	6.67

2021 Equity Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Assumptions Applied to Establish Fair Value of Options Granted Using Black-Scholes Option Pricing Model

The fair value for stock options granted for the six months ended June 30, 2022 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighed average assumptions:


	Options
Expected stock price volatility		34.60	%
Risk-free interest rate		2.78	%
Expected term (in years)		6.2
Estimated fair-value of the underlying unit	$	14.82

Summary of Option Unit Activity

A summary of the option activity for the six months ended June 30, 2022 is as follows:


		Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
December 31, 2021	Grants outstanding		3,714,540		$	15.33
	Grants issued		496,627		$	14.82
	Grants cancelled/forfeited		(8,800	)	$	17.52
June 30, 2022	Grants outstanding		4,202,367		$	15.27	9.1 Years		—
June 30, 2022	Grants vested		999,352		$	15.07	9.0 Years		—
June 30, 2022	Grants unvested		3,203,015		$	15.33

Summary of the RSU activity

A summary of the RSU activity for the six months ended June 30, 2022 is as follows:


		Shares			Weighted Average Grant Date Fair Value
December 31, 2021	Nonvested RSUs		340,875		$	17.19
	Granted		178,650		$	14.40
	Vested		(38,600	)	$	16.54
	Forfeited		(4,400	)	$	17.52
June 30, 2022	Nonvested RSUs		476,525		$	16.19

2021 Equity Plan [Member] | Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Restricted Stock Activity

The following table summarizes the restricted stock issued by the Company. These include grants of unvested Successor profits interests grants that were converted into restricted stock as described above, as well as restricted stock issued to new recipients. The restricted stock granted as a result of the conversion of Successor profits interests retain the vesting attributes (including original service period vesting start date) of the original award. A summary of the restricted stock activity for the six months ended June 30, 2022 is as follows:


		Shares			Weighted Average Grant Date Fair Value
December 31, 2021	Nonvested restricted stock		2,613,359		$	3.85
	Granted		—		$	—
	Vested		(332,059	)	$	3.85
June 30, 2022	Nonvested restricted stock		2,281,300		$	3.85

Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swaps [Member] $ in Thousands	Jun. 30, 2022 USD ($)
Level 1 [Member]
Summary Of Significant Accounting Policies [Line Items]
Fair value of net assets and liabilities	$ 0
Level 2 [Member]
Summary Of Significant Accounting Policies [Line Items]
Fair value of net assets and liabilities	8,036
Level 3 [Member]
Summary Of Significant Accounting Policies [Line Items]
Fair value of net assets and liabilities	$ 0

Acquisitions - Summary of Consideration Paid and Amounts Recognized for Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Consideration
Cash, net of cash acquired	$ 19,044	$ 7,588
Form I-9 Compliance [Member]
Consideration
Cash, net of cash acquired	19,087
Total fair value of consideration transferred	19,087
Current assets	1,151
Property and equipment, including software developed for internal use	3,045
Customer lists	6,100
Current liabilities	(325)
Total identifiable net assets	9,971
Goodwill	$ 9,116

Property and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, net

Property and equipment, net as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Furniture and equipment	$	23,450		$	20,462
Capitalized software for internal use, acquired by business combination		231,105			225,005
Capitalized software for internal use, developed internally or otherwise purchased		44,192			37,326
Leasehold improvements		2,902			3,001
Total property and equipment		301,649			285,794
Less: accumulated depreciation and amortization		(165,113	)		(131,485	)
Property and equipment, net	$	136,536		$	154,309

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company includes the results of operations of acquired companies prospectively from the date of acquisition.

The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its condensed consolidated financial statements, these interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company has historically experienced seasonality with respect to certain customer industries as a result of fluctuations in hiring volumes and other economic activities. Generally, the Company’s highest revenues have historically occurred between September and November of each year, driven by many customers’ pre-holiday season hiring initiatives.

Segments

Segments — Operating segments are businesses for which separate financial information is available and evaluated regularly by our chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.

During the first quarter of 2022, the Company made organizational changes and modified information provided to its CODM to better align with how its CODM assesses performance and allocates resources. As a result, the Company now has two reportable segments, Americas and International:

•

Americas provides technology solutions for screening, verifications, safety, and compliance in the United States, Canada, and Latin America markets; and

•

International provides technology solutions for screening, verifications, safety, and compliance outside of the Americas.

Accordingly, prior period results have been recast to conform to the current presentation of segments. These changes do not impact the Company’s consolidated results.

The Company’s segment disclosure is intended to provide the users of its consolidated financial statements with a view of the business that is consistent with management of the Company. Details of segment results are discussed in Note 16, “Reportable Segments.”

Use of Estimates

Use of Estimates — The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes.

Significant estimates, judgments, and assumptions, include, but are not limited to, the determination of the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the impairment of long-lived assets, goodwill impairment, collectability of receivables, revenue recognition, capitalized software, assumptions used for purposes of determining share-based compensation and income tax liabilities and assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments — Certain financial assets and liabilities are reported at fair value in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. ASC 820 establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable (supported by little or no market activities). These inputs may be used with internally developed methodologies that reflect the Company’s best estimate of fair value from a market participant.

The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The carrying amounts of cash and cash equivalents, short-term investments, receivables, short-term debt, and accounts payable approximate fair value due to the short-term maturities of these financial instruments (Level 1). The fair values and carrying values of the Company’s long-term debt are disclosed in Note 6.


	Level 1		Level 2		Level 3
Assets
Interest rate swaps	$	—	$	8,036	$	—

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Other intangible assets are subject to nonrecurring fair value measurement as the result of business acquisitions. The fair values of these assets were estimated using the present value of expected future cash flows through unobservable inputs (Level 3).

Business Combinations

Business Combinations — The Company records business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will adjust the amount of the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur.

In valuing the trade names, customer lists, and software developed for internal use, the Company utilizes variations of the income approach, which relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. The Company considers the income approach the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. Projected financial information is subject to risk if estimates are incorrect. The most significant estimate relates to projected revenues and profitability. If the projected revenues and profitability used in the valuation calculations are not met, then the asset could be impaired.

Goodwill Trade Name and Customer Lists

Goodwill, Trade Name, and Customer Lists — The Company tests goodwill for impairment annually as of December 31 or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. Goodwill is tested for impairment at the reporting unit level using a fair value approach. At December 31, 2021, the Company had two reporting units comprised of the Americas and International. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No impairment charges have been required.

The Company’s trade name is amortized on an accelerated basis over its expected useful life of twenty years. The Company recorded $1.9 million and $2.0 million of amortization expense related to the trade name for the three months ended June 30, 2022 and 2021, respectively. Amortization expense related to the trade name was $3.8 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively.

Customer lists are amortized on an accelerated basis based upon their estimated useful life of thirteen to fourteen years. The Company recorded $15.2 million and $16.4 million of amortization expense related to customer lists for the three months ended June 30, 2022 and 2021, respectively. Amortization expense related to customer lists was $30.5 million and $32.7 million for the six months ended June 30, 2022 and 2021, respectively.

The Company regularly evaluates the amortization period assigned to each intangible asset to determine whether there have been any events or circumstances that warrant revised estimates of useful lives. In December 2021, and since that time, the Company determined that there have been no triggering events that would require impairment of trade names or customer lists.

Revenue Recognition

Revenue Recognition — Revenues are recognized when control of the Company’s services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. In accordance with ASC 606, Revenue from Contracts with Customers, which was adopted as of January 1, 2019 using the modified retrospective method, revenues are recognized based on the following steps:

Identify the contract with a customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when (or as) the entity satisfies a performance obligation

A substantial majority of the Company’s revenues are derived from pre-onboarding and related services to our customers on a transactional basis, in which an individual background screening package or selection of services is ordered by a customer related to a single individual. Substantially all of the Company’s customers are employers, staffing, or related businesses. The Company satisfies its performance obligations and recognizes revenues for services rendered as the orders are completed and the completed reports are transmitted, or otherwise made available. The Company’s remaining services, substantially consisting of tax consulting, fleet management, and driver qualification services, are delivered over time as the customer simultaneously receives and consumes the benefits of the services delivered. To measure the Company’s performance over time, the output method is utilized to measure the value to the customer based on the transfer to date of the services promised, with no rights of return once consumed. In these cases, revenues on transactional contracts with a defined price but an undefined quantity are recognized utilizing the right to invoice expedient resulting in revenues being recognized when the service is provided and becomes billable. Additionally, under this practical expedient, the Company is not required to estimate the transaction price.

The Company considers negotiated and anticipated incentives and estimated adjustments, including historical collections experience, when recording revenues.

The Company’s contracts with customers generally include standard commercial payment terms acceptable in each region, and do not include any financing components. The Company does not have any significant obligations for refunds, warranties, or similar obligations. The Company records revenues net of sales taxes. Due to the Company’s contract terms and the nature of the background screening industry, the Company determined its contract terms for ASC 606 purposes are less than one year. As a result, the Company uses the practical expedient which allows it to expense incremental costs of obtaining a contract, primarily consisting of sales commissions, as incurred.

The Company records third-party pass-through fees incurred as part of screening related services on a gross revenue basis, with the related expense recorded as a cost of services expense, as the Company has control over the transaction and is therefore considered to be acting as a principal. The Company records motor vehicle registration and other tax payments paid on behalf of the Company’s fleet management customers on a net revenue basis as the Company does not have control over the transaction and therefore is considered to be acting as an agent of the customer. Amounts received from fleet management customers are recorded in cash and cash equivalents in the accompanying consolidated balance sheets as the funds are not legally restricted.

Contract balances are generated when the revenues recognized in a given period varies from billing. A contract asset is created when the Company performs a service for a customer and recognizes more revenues than what has been billed. Contract assets are included in accounts receivable in the accompanying condensed consolidated balance sheets. A contract liability is created when the Company transfers a good or service to a customer and recognizes less than what has been billed. The Company recognizes these contract liabilities as deferred revenues when the Company has an obligation to perform services for a customer in the future and has already received consideration from the customer. Contract liabilities are included in deferred revenues in the accompanying condensed consolidated balance sheets.

Foreign Currency

Foreign Currency — The functional currency of all of the Company’s foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenues and expense accounts using average exchange rates prevailing during the fiscal year. Adjustments resulting from the translation of foreign currency financial statements are accumulated net of tax in a separate component of equity. Currency translation (loss) income included in accumulated other comprehensive income (loss) was approximately $(11.3) million and $(1.3) million for the three months ended June 30, 2022 and 2021, respectively. Currency translation (loss) income included in accumulated other comprehensive income (loss) was approximately $(12.8) million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively.

Gains or losses resulting from foreign currency transactions are included in the accompanying condensed consolidated statements of operations and comprehensive income (loss), except for those relating to intercompany transactions of a long-term investment nature, which are captured in a separate component of equity as accumulated other comprehensive income (loss). Currency transaction income included in the accompanying condensed consolidated statements of operations and comprehensive income (loss) was approximately $0.3 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively. Currency transaction income included in the accompanying condensed consolidated statements of operations and comprehensive income (loss) was approximately $1.3 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively.

Recent Accounting Pronouncements

Recent Accounting Pronouncements — The Company qualifies as an emerging growth company under the Jumpstart Our Business Startups (“JOBS”) Act. The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis.

There were no accounting pronouncements issued during the six months ended June 30, 2022 that are expected to have a material impact on the condensed consolidated financial statements.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements — In February 2016, the FASB issued ASU 2016-02, Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842, Leases). ASC 842 was issued to increase transparency and comparability among organizations by requiring the recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the provisions of ASC 842 on January 1, 2022 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

The adoption of ASC 842 had a material impact on the Company’s condensed consolidated balance sheets but did not have a material impact on our condensed consolidated statements of operations or cash flow. The most significant impact was the recognition of ROU assets of $12.7 million and lease liabilities for operating leases of $15.0 million based on the present value of the future minimum rental payments for existing operating leases. The difference in the balances is due to deferred rent, tenant incentive allowances, and prepaid amounts taken into account for adoption. Our accounting for finance leases, described in Note 13, remained unchanged.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. Adoption of this standard on January 1, 2022 did not have a material impact on the condensed consolidated financial statements.

Goodwill, Trade Name, and Customer Lists - Summary of Gross Carrying Value and Accumulated Amortization of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 612,212	$ 610,550
Accumulated Amortization	(179,280)	(146,199)
Net Carrying Value	432,932	464,351
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	94,346	95,026
Accumulated Amortization	(19,111)	(15,441)
Net Carrying Value	$ 75,235	$ 79,585
Useful Life (in years)	20 years	20 years
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 517,866	$ 515,524
Accumulated Amortization	(160,169)	(130,758)
Net Carrying Value	$ 357,697	$ 384,766
Useful Life (in years)		14 years
Customer Lists [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	13 years
Customer Lists [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	14 years

Property and Equipment, net- Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 17.3	$ 17.5	$ 34.1	$ 34.0

Revenues - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
Revenues - Additional Information (Details) $ in Millions	Jun. 30, 2022 USD ($) Customer	Jun. 30, 2021 Customer	Jun. 30, 2022 USD ($) Customer	Jun. 30, 2021 Customer	Dec. 31, 2021 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Contract asset balance \| $	$ 9.4		$ 9.4		$ 7.4
Contract liability balance \| $	$ 0.7		$ 0.7		$ 0.9
Customer Concentration Risk \| Revenue \| No Customers [Member]
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Number Of Customers \| Customer	0	0	0	0
Customer Concentration Risk \| Accounts Receivable, Net \| No Customers [Member]
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Number Of Customers \| Customer	0	0	0	0

Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of Adjusted EBITDA Reconciled to Net Income

A reconciliation of Segment Adjusted EBITDA to net income (loss) for the three and six months ended June 30, 2022 and 2021 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022			2021
Adjusted EBITDA
Americas	$	52,954	$	49,208	$	99,773		$	83,055
International		7,880		7,114		14,661			9,857
Total	$	60,834	$	56,322	$	114,434		$	92,912
Adjustments to reconcile to net income (loss):
Interest expense, net		3,112		10,452		2,262			17,169
Provision (benefit) for income taxes		5,432		3,063		10,367			(1,372	)
Depreciation and amortization		34,407		35,918		68,441			70,681
Loss on extinguishment of debt		—		—		—			13,938
Share-based compensation		1,943		2,664		3,802			3,226
Transaction and acquisition-related charges (a)		1,179		382		2,677			4,366
Integration, restructuring, and other charges (b)		525		73		(364	)		523
Net income (loss)	$	14,236	$	3,770	$	27,249		$	(15,619	)

(a)

(b)

Schedule of Revenues by Geographic Region

The following summarizes revenues by geographical region for the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues
Americas	$	170,591		$	146,300		$	330,679		$	262,823
International		33,044			30,080			64,785			46,642
Eliminations		(2,074	)		(1,554	)		(4,022	)		(2,569	)
Total revenues	$	201,561		$	174,826		$	391,442		$	306,896

Summary of Long Lived Assets by Geographical Area

The following table sets forth net long-lived assets by geographic area as of June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022		December 31, 2021
Long-lived assets, net
United States, country of domicile	$	1,186,972	$	1,213,093
All other countries		195,060		199,459
Total long-lived assets, net	$	1,382,032	$	1,412,552

Derivatives - Additional Information (Details) - USD ($) $ in Millions	Feb. 29, 2024	Feb. 28, 2022	Feb. 29, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative, floor interest rate			0.48%
Derivative, cap interest rate			1.50%
Derivative, notional amount	$ 300.0	$ 405.0

Leases - Summary of Supplemental balance sheet information related to leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Assets
Right of use operating lease assets	$ 16,008	$ 12,700
Property and equipment, net	136,536		$ 154,309
Total lease assets	16,400
Liabilities
Operating leases other current	6,070		0
Operating leases non current	11,514		$ 0
Operating Lease, Liability, Total	17,584
Finance Lease, Liability, Current	502
Finance Lease, Liability, Noncurrent	30
Finance Lease, Liability, Total	532
Total lease liabilities, Total	18,116
Finance Lease [Member]
Assets
Property and equipment, gross	5,098
Less: accumulated depreciation and amortization	(4,706)
Property and equipment, net	$ 392

Organization, Nature of Business, and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Nature of Business, and Basis of Presentation

Note 1. Organization, Nature of Business, and Basis of Presentation

Fastball Intermediate, Inc., a Delaware corporation, was formed on November 15, 2019 and subsequently changed its name to First Advantage Corporation in March 2021. Hereafter, First Advantage Corporation and its subsidiaries will collectively be referred to as the “Company.”

The Company derives its revenues from a variety of background check and compliance services performed across all phases of the workforce lifecycle from pre-onboarding services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent and extended workers, drivers, tenants, and volunteers. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products.

Pre-onboarding services are comprised of an extensive array of products and solutions that customers typically utilize to enhance their evaluation process and support compliance from the time a job or other application is submitted to a successful applicant’s onboarding date. This includes searches such as criminal background checks, drug / health screenings, extended workforce screening, biometrics and identity checks, education / workforce verification, driver records and compliance, healthcare credentials, and executive screening.

Post-onboarding services are comprised of continuous monitoring and re-screening solutions which are important tools to help keep their end customers, workforces, and other stakeholders safer, productive, and compliant. Our post-monitoring solutions include criminal records, healthcare sanctions, motor vehicle records, social media, and global sanctions screening continuously or at regular intervals selected by our customers.

Adjacent products include products that complement our pre-onboarding and post-onboarding products and solutions. This includes fleet / vehicle compliance, hiring tax credits and incentives, resident / tenant screening, employment eligibility, and investigative research.

•

Americas provides technology solutions for screening, verifications, safety, and compliance in the United States, Canada, and Latin America markets; and

•

International provides technology solutions for screening, verifications, safety, and compliance outside of the Americas.

Accordingly, prior period results have been recast to conform to the current presentation of segments. These changes do not impact the Company’s consolidated results.

Share-Based Compensation - Summary of the Profits Interest Activity (Details)	Jun. 30, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, grant outstanding beginning balance	3,519,563
Number of units, grant outstanding ending balance	3,214,069

Reportable Segments

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Reportable Segments

Note 16. Reportable Segments

During the first quarter of 2022, the Company made organizational changes and modified additional information provided to its CODM to better align with how its CODM assesses performance and allocates resources. As a result, we have two reportable segments, Americas and International. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of the operating performance of companies similar to ours.

We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We exclude the impact of share-based compensation because it is a non-cash expense and we believe that excluding this item provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude loss on extinguishment of debt, transaction and acquisition related charges, integration and restructuring charges, and other charges because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis.

The segment financial information below aligns with how we report information to our CODM to assess operating performance and how the Company manages the business. Corporate costs are generally allocated to the segments based upon estimated revenues levels and other assumptions that management considers reasonable. The CODM does not review the Company’s assets by segment; therefore, such information is not presented. The accounting policies of the segments are the same as described in Note 2, “Significant Accounting and Reporting Policies” and Note 9, “Revenues.”

The following is a description of our two reportable segments:

Americas. This segment performs a variety of background check and compliance services across all phases of the workforce lifecycle from pre-onboarding services to post-onboarding and ongoing monitoring services, covering employees, contractors, contingent and extended workers, drivers, tenants, and volunteers. We generally classify our service offerings into three categories: pre-onboarding, post-onboarding, and adjacent products. We deliver our solutions across multiple vertical industries in the United States, Canada, and Latin America markets.

International. The International segment provides services similar to our Americas segment in regions outside of the Americas. We primarily deliver our solutions across multiple vertical industries in the Europe, India, and Asia Pacific markets.

A reconciliation of Segment Adjusted EBITDA to net income (loss) for the three and six months ended June 30, 2022 and 2021 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022			2021
Adjusted EBITDA
Americas	$	52,954	$	49,208	$	99,773		$	83,055
International		7,880		7,114		14,661			9,857
Total	$	60,834	$	56,322	$	114,434		$	92,912
Adjustments to reconcile to net income (loss):
Interest expense, net		3,112		10,452		2,262			17,169
Provision (benefit) for income taxes		5,432		3,063		10,367			(1,372	)
Depreciation and amortization		34,407		35,918		68,441			70,681
Loss on extinguishment of debt		—		—		—			13,938
Share-based compensation		1,943		2,664		3,802			3,226
Transaction and acquisition-related charges (a)		1,179		382		2,677			4,366
Integration, restructuring, and other charges (b)		525		73		(364	)		523
Net income (loss)	$	14,236	$	3,770	$	27,249		$	(15,619	)

(a)

(b)

Geographic Information

The Company bases revenues by geographic region in which the revenues and invoicing are recorded. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods.

The following summarizes revenues by geographical region for the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues
Americas	$	170,591		$	146,300		$	330,679		$	262,823
International		33,044			30,080			64,785			46,642
Eliminations		(2,074	)		(1,554	)		(4,022	)		(2,569	)
Total revenues	$	201,561		$	174,826		$	391,442		$	306,896

The following table sets forth net long-lived assets by geographic area as of June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022		December 31, 2021
Long-lived assets, net
United States, country of domicile	$	1,186,972	$	1,213,093
All other countries		195,060		199,459
Total long-lived assets, net	$	1,382,032	$	1,412,552

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Related Party Transactions

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Note 14. Related Party Transactions

The Company has no material related party transactions.

Share-Based Compensation - Summary of Recognition of Share-Based Compensation related to Employees (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	$ 1,943	$ 2,664	$ 3,802	$ 3,226
Cost of Services [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	277	41	551	73
Product and Technology Expense [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	312	67	516	121
Selling, General and Administrative Expenses [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	$ 1,354	$ 2,556	$ 2,735	$ 3,032

Share-Based Compensation - Summary of Assumptions Applied to Establish Fair Value of Options Granted Using Black-Scholes Option Pricing Model (Details) - 2021 Equity Plan [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	34.60%
Risk- Free Interest Rate	2.78%
Expected Term (in years)	6 years 2 months 12 days
Estimated fair value of the underlying unit	$ 14.82

Share-Based Compensation - Summary of the RSU Activity (Details) - 2021 Equity Plan [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, outstanding beginning balance \| shares	340,875
Number of units, granted \| shares	178,650
Number of units, vested \| shares	(38,600)
Number of units, forfeited \| shares	(4,400)
Number of units, outstanding ending balance \| shares	476,525
Weighted Average Grant Date Fair Value, beginning value \| $ / shares	$ 17.19
Weighted Average Grant Date Fair Value, Granted \| $ / shares	14.40
Weighted Average Grant Date Fair Value, Vested \| $ / shares	16.54
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	17.52
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 16.19
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, outstanding beginning balance \| shares	2,613,359
Number of units, granted \| shares	0
Number of units, vested \| shares	(332,059)
Number of units, outstanding ending balance \| shares	2,281,300
Weighted Average Grant Date Fair Value, beginning value \| $ / shares	$ 3.85
Weighted Average Grant Date Fair Value, Granted \| $ / shares	0
Weighted Average Grant Date Fair Value, Vested \| $ / shares	3.85
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 3.85

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Level 1 — Quoted prices for identical instruments in active markets.


	Level 1		Level 2		Level 3
Assets
Interest rate swaps	$	—	$	8,036	$	—

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Identify the contract with a customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when (or as) the entity satisfies a performance obligation

The Company considers negotiated and anticipated incentives and estimated adjustments, including historical collections experience, when recording revenues.

There were no accounting pronouncements issued during the six months ended June 30, 2022 that are expected to have a material impact on the condensed consolidated financial statements.

Derivatives

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Note 7. Derivatives

In February 2020, the Company entered into an interest rate collar agreement with a counterparty bank in order to reduce its exposure to interest rate volatility. In this agreement, the Company and the counterparty bank agreed to a one-month USD LIBOR floor of 0.48% and a cap of 1.50% on a portion of the Company’s Successor First Lien Facility. The notional amount of this agreement was $405.0 million through February 2022 at which time the notional amount was reduced to $300.0 million through February 2024.

The following is a summary of location and fair value of the financial position recorded related to the derivative instruments (in thousands):


		Fair Value
Derivatives not designated as hedging instruments	Balance Sheet Location	As of June 30, 2022		As of December 31, 2021
Interest rate swaps	Prepaid expenses and other current assets	$	8,036	$	197

The following is a summary of location and amount of gains and (losses) recorded related to the derivative instruments (in thousands):


		Gain/(Loss)
		Three Months Ended June 30,					Six Months Ended June 30,
Derivatives not designated as hedging instruments	Income Statement Location	2022		2021			2022		2021
Interest rate swaps	Interest expense, net	$	2,119	$	(79	)	$	7,378	$	953

Goodwill, Trade Name, and Customer Lists

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Trade Name, and Customer Lists

Note 5. Goodwill, Trade Name, and Customer Lists

The changes in the carrying amount of goodwill for the six months ended June 30, 2022 by reportable segment were as follows (in thousands):


	Americas			International			Total
Balance – December 31, 2021	$	668,048		$	125,844		$	793,892
Acquisitions		9,116			—			9,116
Adjustments to initial purchase price allocations		(167	)		—			(167	)
Foreign currency translation		156			(6,441	)		(6,285	)
Balance – June 30, 2022	$	677,153		$	119,403		$	796,556

The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life (in years)
Trade name	$	94,346	$	(19,111	)	$	75,235	20 years
Customer lists		517,866		(160,169	)		357,697	13-14 years
Total	$	612,212	$	(179,280	)	$	432,932


	December 31, 2021
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life (in years)
Trade name	$	95,026	$	(15,441	)	$	79,585	20 years
Customer lists		515,524		(130,758	)		384,766	14 years
Total	$	610,550	$	(146,199	)	$	464,351

Amortization expense of trade name and customer lists was approximately $17.1 million and $18.4 million for the three months ended June 30, 2022 and 2021, respectively. Amortization expense of trade name and customer lists was approximately $34.3 million and $36.7 million for the six months ended June 30, 2022 and 2021, respectively.

Equity - Additional Information (Details) - $ / shares	Jun. 30, 2021	Jun. 11, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 10, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Common stock, shares authorized		1,000,000,000	1,000,000,000	1,000,000,000
Common stock, shares authorized pre-stock split					10,000
Common stock, shares issued			153,125,085	152,901,040		130,000,000
Common stock, shares outstanding			153,125,085	152,901,040		130,000,000
Common stock, par value		$ 0.001	$ 0.001	$ 0.001
Stockholders' equity note, stock split		1,300,000-for-one stock split
Preferred stock, shares authorized		250,000,000
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Preferred stock, par value		$ 0.001
Fastball Holdco, L.P
Class Of Stock [Line Items]
Conversion of stock, Shares converted	130,000,000

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Note 13. Leases

Effective January 1, 2022 the Company adopted ASC 842, which requires recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet, based on the present value of the future minimum rental payments for existing operating leases. The Company adopted the provisions of ASC 842 on January 1, 2022 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.

The Company measures the ROU assets and liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The ROU assets are adjusted for any initial direct costs incurred less any lease incentives received, in addition to payments made on or before the commencement date of the lease. The Company recognizes lease expense for leases on a straight-line basis over the lease term.

As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments.

The Company determines if a contract is or contains a lease at inception. The Company has operating and finance leases for office space, data centers, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company enters into lease contracts ranging from 1 to 9 years with a majority of the Company’s lease terms ranging from 3 to 5 years.

Some leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. The exercise of these lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

Certain of our leases include rental payments that will adjust periodically for inflation or certain adjustments based on step increases. An insignificant number of our leases contain residual value guarantees and none of our agreements contain material restrictive covenants. Variable rent expenses consist primarily of maintenance, property taxes, and charges based on usage.

The components of lease costs are as follows (in thousands):


	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Operating lease costs
Fixed	$	1,828		$	3,587
Short-term		55			113
Variable		8			14
Sub-leases		(12	)		(12	)
Total operating lease costs	$	1,878		$	3,701

Finance lease costs
Amortization of leased assets	$	190		$	400
Interest on lease liabilities		10			21
Total finance lease costs	$	200		$	421
Total lease cost	$	2,078		$	4,122

Supplemental balance sheet information related to leases is as follows (in thousands):


	Classification	June 30, 2022
Assets
Operating leases
Right of use operating lease assets	Other assets	$	16,008
Finance leases
Property and equipment, gross	Property and equipment, net		5,098
Accumulated depreciation	Property and equipment, net		(4,706	)
Property and equipment, net	Property and equipment, net		392
Total lease assets		$	16,400

Liabilities
Operating leases
Other current	Current portion of operating lease liability	$	6,070
Non-current	Operating lease liability, less current portion		11,514
Total operating liabilities			17,584
Finance leases
Other current	Accrued liabilities		502
Non-current	Other liabilities		30
Total finance liabilities			532
Total lease liabilities		$	18,116

Maturities of lease liabilities are as follows (in thousands):


Years Ending December 31,
	Finance Leases			Operating Leases			Total
2022 (excluding the six months ended June 30, 2022)	$	435		$	3,919		$	4,354
2023		108			6,153			6,261
2024		—			5,357			5,357
2025		—			2,096			2,096
2026		—			1,584			1,584
Thereafter		—			402			402
Total minimum lease payments	$	543		$	19,511		$	20,054
Less: Imputed interest		(11	)		(1,511	)
Present value of minimum lease payments	$	532		$	18,000

For additional information regarding the Company’s Commitments and Contingencies as of December 31, 2021 as disclosed for capital and operating leases, see Note 12 in its 2021 Annual Report filed on Form 10-K.

Lease term and discount rates are as follows:


	June 30, 2022
Weighted average remaining lease term
Operating leases	3.2 Years
Finance leases	0.7 Years

Weighted average discount rate
Operating leases		4.81	%
Finance leases		5.39	%

Supplemental cash flow information related to leases was as follows (in thousands):


	Six Months Ended June 30, 2022
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,906
Operating cash flows from finance leases		20
Financing cash flows from finance leases		459
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	19,783
Finance leases		—
Amortization:
Amortization of right-of-use operating lease assets (1)	$	3,200

(1)

Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows.

Net Income (Loss) Per Share - Additional Information (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,533,594	2,292,520

Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Income (Loss) Per Share

The Company did not have any potentially dilutive securities during the six months ended June 30, 2022. Basic and diluted net income (loss) per share was calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic net income (loss) per share	$	0.09	$	0.03	$	0.18	$	(0.12	)
Diluted net income (loss) per share	$	0.09	$	0.03	$	0.18	$	(0.12	)
Numerator:
Net income (loss) (in thousands)	$	14,236	$	3,770	$	27,249	$	(15,619	)
Denominator:
Weighted average number of shares outstanding - basic		150,748,211		131,507,005		150,644,034		130,757,666
Add stock options to purchase shares and restricted stock units		1,612,139		3,861,904		1,717,754		—
Weighted average number of shares outstanding - diluted		152,360,350		135,368,909		152,361,788		130,757,666

Income Taxes - Additional Information (Details)	3 Months Ended		6 Months Ended
Income Taxes - Additional Information (Details)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	27.60%	44.80%	27.60%	8.10%
U.S. Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Summary of lease cost

The components of lease costs are as follows (in thousands):


	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Operating lease costs
Fixed	$	1,828		$	3,587
Short-term		55			113
Variable		8			14
Sub-leases		(12	)		(12	)
Total operating lease costs	$	1,878		$	3,701

Finance lease costs
Amortization of leased assets	$	190		$	400
Interest on lease liabilities		10			21
Total finance lease costs	$	200		$	421
Total lease cost	$	2,078		$	4,122

Summary of Supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases is as follows (in thousands):


	Classification	June 30, 2022
Assets
Operating leases
Right of use operating lease assets	Other assets	$	16,008
Finance leases
Property and equipment, gross	Property and equipment, net		5,098
Accumulated depreciation	Property and equipment, net		(4,706	)
Property and equipment, net	Property and equipment, net		392
Total lease assets		$	16,400

Liabilities
Operating leases
Other current	Current portion of operating lease liability	$	6,070
Non-current	Operating lease liability, less current portion		11,514
Total operating liabilities			17,584
Finance leases
Other current	Accrued liabilities		502
Non-current	Other liabilities		30
Total finance liabilities			532
Total lease liabilities		$	18,116

Summary of maturities of lease liabilities

Maturities of lease liabilities are as follows (in thousands):


Years Ending December 31,
	Finance Leases			Operating Leases			Total
2022 (excluding the six months ended June 30, 2022)	$	435		$	3,919		$	4,354
2023		108			6,153			6,261
2024		—			5,357			5,357
2025		—			2,096			2,096
2026		—			1,584			1,584
Thereafter		—			402			402
Total minimum lease payments	$	543		$	19,511		$	20,054
Less: Imputed interest		(11	)		(1,511	)
Present value of minimum lease payments	$	532		$	18,000

Summary of weighted average lease term and discount rate operating lease and financing lease

Lease term and discount rates are as follows:


	June 30, 2022
Weighted average remaining lease term
Operating leases	3.2 Years
Finance leases	0.7 Years

Weighted average discount rate
Operating leases		4.81	%
Finance leases		5.39	%

Summary of Supplemental cash flow information related to leases

Supplemental cash flow information related to leases was as follows (in thousands):


	Six Months Ended June 30, 2022
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,906
Operating cash flows from finance leases		20
Financing cash flows from finance leases		459
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	19,783
Finance leases		—
Amortization:
Amortization of right-of-use operating lease assets (1)	$	3,200

(1)

Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows.

Long-term Debt - Additional Information (Details) $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Sep. 30, 2020	Feb. 28, 2021 USD ($)	Feb. 28, 2020 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt			$ 13,900		$ 0	$ 0	$ 0	$ 13,938
Description of borrowing capacity not subject to net leverage ratio covenant				In the event the Company’s outstanding indebtedness under the Successor Revolver exceeds 35% of the aggregate principal amount of the revolving commitments then in effect, it is required to maintain a consolidated first lien leverage ratio no greater than 7.75 to 1:00.			the Company had no outstanding amounts under the Successor Revolver, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreement.
Additional interest expense related to deferred financing costs	$ 3,700
Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, net leverage ratio				7.75
Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, net leverage ratio				1.00
Term Loan due January 31, 2027 [Member]
Debt Instrument [Line Items]
Total debt			$ 766,600	$ 670,000
Maturity date			Jan. 31, 2027	Jan. 31, 2027			Jan. 31, 2027
Amortizing Principal Payment Repayment	44,300
Repayments of Credit Facility	$ 200,000
Debt instrument interest rate reduced during period	0.25%
Term Loan due January 31, 2027 [Member] \| LIBOR [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate	2.75%		3.00%	3.25%
Term Loan due January 31, 2027 [Member] \| LIBOR [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate	3.00%		3.25%	3.50%
Term Loan due January 31, 2028 [Member]
Debt Instrument [Line Items]
Total debt				$ 145,000
Maturity date				Jan. 31, 2028
Term Loan due January 31, 2028 [Member] \| LIBOR [Member]
Debt Instrument [Line Items]
Interest rate				8.50%
Successor First Lien [Member]
Debt Instrument [Line Items]
Revolving credit facility quarterly payments, percentage		0.25%
Successor Revolver [Member]
Debt Instrument [Line Items]
Maturity date				Jan. 31, 2025
Current borrowing capacity under successor revolver				$ 75,000	$ 100,000		$ 100,000
Maximum borrowing capacity under successor revolver				$ 75,000
Debt instrument, maturity date, description	the maturity date from January 31, 2025 to July 31, 2026.
Extended maturity date under successor revolver	Jul. 31, 2026

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ 27,249	$ (15,619)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	68,441	70,681
Loss on extinguishment of debt	0	13,938
Amortization of deferred financing costs	894	5,059
Bad debt (recovery)	(120)	(367)
Deferred taxes	3,773	(5,975)
Share-based compensation	3,802	3,226
(Gain) on foreign currency exchange rates	37	(319)
Loss on disposal of property and equipment	162	81
Change in fair value of interest rate swaps	(7,378)	(953)
Changes in operating assets and liabilities:
Accounts receivable	11,199	(16,895)
Prepaid expenses and other assets	38	(3,686)
Accounts payable	(2,748)	2,590
Accrued compensation and accrued liabilities	(8,780)	2,780
Deferred revenue	(272)	106
Operating lease liabilities	(596)	0
Other liabilities	557	545
Income taxes receivable and payable, net	154	906
Net cash provided by operating activities	96,412	56,098
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in short-term investments	0	(92)
Acquisitions of businesses, net of cash acquired	(19,044)	(7,588)
Purchases of property and equipment	(5,165)	(3,841)
Capitalized software development costs	(10,236)	(7,482)
Proceeds from disposal of property and equipment	82
Net cash used in investing activities	(34,363)	(19,003)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions	0	320,559
Payments of initial public offering issuance costs	0	(1,028)
Shareholder distribution	0	(313)
Capital contributions	0	241
Payments of debt issuance costs	0	(1,257)
Payments on capital and finance lease obligations	(459)	(925)
Payments on deferred purchase agreements	(526)	(362)
Proceeds from stock option exercises	1,270	0
Taxes paid for net settlements of restricted stock units	(98)	0
Net cash used in financing activities	187	67,869
Effect of exchange rate on cash. cash equivalents, and restricted cash	(2,546)	(656)
Increase (decrease) in cash, cash equivalents, and restricted cash	59,690	104,308
Cash, cash equivalents, and restricted cash at beginning of period	292,790	152,970
Cash, cash equivalents, and restricted cash at end of period	352,480	257,278
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds received	6,181	3,736
Cash paid for interest	10,191	13,721
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Offering costs included in accounts payable and accrued expenses and other current liabilities	0	3,006
Property and Equipment Acquired on Account	23	2,797
Successor First Lien [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from Successor First Lien Credit Facility	0	261,413
Repayments of Lien Credit Facility	0	(363,875)
Successor Second Lien [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of Lien Credit Facility	$ 0	$ (146,584)

Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Fair Value of Company’s Long-term Debt Obligations

The fair value of the Company’s long-term debt obligations approximated their book value as of June 30, 2022 and December 31, 2021 and consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Successor First Lien Credit Facility	$	564,724		$	564,724
Less: Deferred financing costs		(8,985	)		(9,879	)
Long-term debt, net	$	555,739		$	554,845

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Trade Name, and Customer Lists (Tables)

6 Months Ended

Jun. 30, 2022

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2022 by reportable segment were as follows (in thousands):


	Americas			International			Total
Balance – December 31, 2021	$	668,048		$	125,844		$	793,892
Acquisitions		9,116			—			9,116
Adjustments to initial purchase price allocations		(167	)		—			(167	)
Foreign currency translation		156			(6,441	)		(6,285	)
Balance – June 30, 2022	$	677,153		$	119,403		$	796,556

Summary of Gross Carrying Value and Accumulated Amortization of Finite-Lived Intangible Assets

The following summarizes the gross carrying value and accumulated amortization for the Company’s trade name and customer lists as of June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life (in years)
Trade name	$	94,346	$	(19,111	)	$	75,235	20 years
Customer lists		517,866		(160,169	)		357,697	13-14 years
Total	$	612,212	$	(179,280	)	$	432,932


	December 31, 2021
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life (in years)
Trade name	$	95,026	$	(15,441	)	$	79,585	20 years
Customer lists		515,524		(130,758	)		384,766	14 years
Total	$	610,550	$	(146,199	)	$	464,351

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 17. Subsequent Events

On August 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock over the 12 month period ending August 2, 2023 (the “Repurchase Program”). Stock repurchases may be effected through open market repurchases at prevailing market prices, including through the use of block trades and trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately-negotiated transactions, through other transactions in accordance with applicable securities laws, or a combination of these methods on such terms and in such amounts as the Company deems appropriate. The Company is not obligated to repurchase any specific number of shares, and the timing, manner, value, and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price and liquidity requirements, other business considerations and general market and economic conditions. No shares will be purchased from SLP Fastball Aggregator, L.P. and its affiliates. The Company may discontinue or modify purchases without notice at any time. The Company plans to use its existing cash to fund repurchases made under the share repurchase program.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
REVENUES	$ 201,561	$ 174,826	$ 391,442	$ 306,896
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization below)	100,292	84,868	196,723	150,813
Product and technology expense	12,946	11,680	26,719	22,233
Selling, general, and administrative expense	31,136	25,075	59,681	49,053
Depreciation and amortization	34,407	35,918	68,441	70,681
Total operating expenses	178,781	157,541	351,564	292,780
INCOME (LOSS) FROM OPERATIONS	22,780	17,285	39,878	14,116
OTHER EXPENSE (INCOME):
Interest expense, net	3,112	10,452	2,262	17,169
Loss on extinguishment of debt	0	0	0	13,938
Total other expense (income)	3,112	10,452	2,262	31,107
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	19,668	6,833	37,616	(16,991)
Provision (benefit) for income taxes	5,432	3,063	10,367	(1,372)
NET INCOME (LOSS)	14,236	3,770	27,249	(15,619)
Foreign currency translation (loss) income	(11,319)	(1,295)	(12,836)	1,465
COMPREHENSIVE INCOME (LOSS)	2,917	2,475	14,413	(14,154)
NET INCOME (LOSS)	$ 14,236	$ 3,770	$ 27,249	$ (15,619)
Basic net income (loss) per share	$ 0.09	$ 0.03	$ 0.18	$ (0.12)
Diluted net income (loss) per share	$ 0.09	$ 0.03	$ 0.18	$ (0.12)
Weighted average number of shares outstanding - basic	150,748,211	131,507,005	150,644,034	130,757,666
Weighted average number of shares outstanding - diluted	152,360,350	135,368,909	152,361,788	130,757,666

Goodwill, Trade Name, and Customer Lists - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Line Items]
Balance - December 31, 2021	$ 793,892
Acquisitions	9,116
Adjustments to initial purchase price allocations	(167)
Foreign currency translation	(6,285)
Balance - June 30, 2022	796,556
Americas
Goodwill [Line Items]
Balance - December 31, 2021	668,048
Acquisitions	9,116
Adjustments to initial purchase price allocations	(167)
Foreign currency translation	156
Balance - June 30, 2022	677,153
International
Goodwill [Line Items]
Balance - December 31, 2021	125,844
Acquisitions	0
Adjustments to initial purchase price allocations	0
Foreign currency translation	(6,441)
Balance - June 30, 2022	$ 119,403

Equity

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Equity

Note 11. Equity

The Company operates with one class of stock.

On June 11, 2021, the Company’s Board of Directors approved and made effective a 1,300,000-for-one stock split of the Company’s common stock and filed an Amended and Restated Certificate of Incorporation, which authorized a total of 1,000,000,000 shares of Common Stock, $0.001 par value per share and 250,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The par value per share of common stock remained unchanged at $0.001 per share. Authorized shares were increased from 10,000 shares to 1,000,000,000 shares. The condensed consolidated financial statements and accompanying notes give retroactive effect to the stock split for all periods presented. After giving retroactive effect to the stock split, as of December 31, 2020, 130,000,000 shares of common stock were issued and outstanding.

In connection with the IPO, Fastball Holdco, L.P., the Company’s parent, was dissolved and all outstanding Class A LP Units, Class B LP Units, and Class C LP Units of Fastball Holdco, L.P. were exchanged for 130,000,000 shares of the Company’s common stock.

As of June 30, 2022, no preferred stock had been issued and 153,125,085 shares of common stock were issued and outstanding.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Operating Lease, Weighted Average Remaining Lease Term

Leases -Summary of Cash Flow Information, Lease Term And Discount Rate of Lease (Details)
$ in Thousands

6 Months Ended

Jun. 30, 2022

USD ($)

Leases [Abstract]

3 years 2 months 12 days

Finance Lease, Weighted Average Remaining Lease Term

8 months 12 days

Operating Lease, Weighted Average Discount Rate, Percent

4.81%

Finance Lease, Weighted Average Discount Rate, Percent

5.39%

Operating cash flows from operating leases

$ 3,906

Operating cash flows from finance leases

Financing cash flows from finance leases

459

Right-of-Use Asset Obtained in Exchange for Operating Lease Liability

19,783

Right-of-Use Asset Obtained in Exchange for Finance Lease Liability

Amortization of right-of-use operating lease assets

$ 3,200

^[1]

[1]	Amortization of right of use operating lease assets during the period is reflected in operating lease liabilities on the condensed consolidated statements of cash flows.

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 8. Income Taxes

The Company’s income tax expense and balance sheet accounts reflect the results of the Company and its subsidiaries.

For the three and six months ended June 30, 2022, the Company estimated the annual effective tax rate based on projected income for the full year and recorded a quarterly tax provision in accordance with the annual effective tax rate and adjusted for discrete tax items in the period.

The effective income tax rate for the three and six months ended June 30, 2022 was 27.6%. The Company’s effective income tax rate for the three and six months ended June 30, 2022 was higher than the U.S. federal statutory rate of 21% primarily due to Global Intangible Low-Taxed Income (“GILTI”) inclusion, nondeductible share-based compensation, and U.S. state income taxes.

The Company’s effective income tax rate for the three and six months ended June 30, 2021 was 44.8% and 8.1%, respectively. The Company’s effective income tax rate for the three months ended June 30, 2021 was higher than the U.S. federal statutory rate of 21% primarily due to the increase of the deferred income tax liability on intangibles as a result of the UK corporate income tax rate increase and U.S. state income taxes. The Company’s effective income tax rate for the six months ended June 30, 2021 was lower than the U.S. federal statutory rate of 21% primarily due to the increase of the deferred income tax liability on intangibles as a result of the UK corporate income tax rate increase, foreign withholding tax and U.S. state income tax expenses on losses before provision for income taxes for the six months ended June 30, 2021.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 352,251	$ 292,642
Restricted cash	229	148
Short-term investments	904	941
Accounts receivable (net of allowance for doubtful accounts)	144,376	155,772
Prepaid expenses and other current assets	23,368	14,365
Income tax receivable	1,608	2,292
Total current assets	522,736	466,160
Property and equipment, net	136,536	154,309
Goodwill	796,556	793,892
Trade name, net	75,235	79,585
Customer lists, net	357,697	384,766
Deferred tax asset, net	1,719	1,413
Other assets	20,698	6,456
TOTAL ASSETS	1,911,177	1,886,581
CURRENT LIABILITIES
Accounts payable	49,534	53,977
Accrued compensation	24,750	30,054
Accrued liabilities	17,779	21,829
Current portion of operating lease liability	6,070	0
Income tax payable	2,608	2,573
Deferred revenues	697	873
Total current liabilities	101,438	109,306
Long-term debt (net of deferred financing costs)	555,739	554,845
Deferred tax liability, net	87,757	84,653
Operating lease liability, less current portion	11,514	0
Other liabilities	3,104	5,539
Total liabilities	759,552	754,343
COMMITMENTS AND CONTINGENCIES (Note 12)
EQUITY
Common stock	153	153
Additional paid-in-capital	1,170,137	1,165,163
Accumulated deficit	(4,192)	(31,441)
Accumulated other comprehensive (loss)	(14,473)	(1,637)
Total equity	1,151,625	1,132,238
TOTAL LIABILITIES AND EQUITY	$ 1,911,177	$ 1,886,581

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized pre-tax noncash compensation	$ 38,100		$ 38,100
Allocated share based compensation expense	1,943	$ 2,664	$ 3,802	$ 3,226
Expected weighted average period			3 years 4 months 24 days
Cost of Services [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	277	41	$ 551	73
Selling, General and Administrative Expenses [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	1,354	2,556	2,735	3,032
Product and Technology Expense [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share based compensation expense	$ 312	$ 67	$ 516	$ 121
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
ESPP percentage			15.00%
IPO [Member] \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
IPO [Member] \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			5 years
2021 Equity Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options plan expiration period			10 years
Common stock, reserved for future issuance		17,525,000		17,525,000
Share available for issuance	13,711,950		13,711,950
Successor Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options plan expiration period			10 years
Number of units, issued				0
Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage			50.00%
Vesting period			5 years
Unrecognized pre-tax noncash compensation	$ 22,600		$ 22,600
Share-based Payment Arrangement, Option \| Share-based Payment Arrangement, Tranche One \| 2021 Equity Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage			20.00%
Vesting period			5 years
Share-based Payment Arrangement, Option \| Successor Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage			50.00%
Share-based Payment Arrangement, Option \| Successor Plan \| Share-based Payment Arrangement, Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage			20.00%
Vesting period			5 years
Share-based Payment Arrangement, Option \| Successor Plan \| Share-based Payment Arrangement, Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			5 years
Restricted Stock Agreements [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized pre-tax noncash compensation	8,300		$ 8,300
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized pre-tax noncash compensation	$ 7,200		$ 7,200

Share-Based Compensation - Summary of the Option Unit Activity (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, grant outstanding beginning balance \| shares	3,519,563
Number of grants, exercised \| shares	(192,230)
Number of grants, forfeited \| shares	(113,264)
Number of units, grant outstanding ending balance \| shares	3,214,069
Number of grants, vested \| shares	820,282
Number of grants, unvested \| shares	2,393,787
Weighted average exercise price, grant outstanding beginning balance \| $ / shares	$ 6.66
Weighted average exercise price, exercised \| $ / shares	6.67
Weighted average exercise price, forefeited \| $ / shares	6.61
Weighted average exercise price, grant outstanding ending balance \| $ / shares	6.66
Weighted average exercise price, grants vested \| $ / shares	6.64
Weighted average exercise price, grants unvested \| $ / shares	$ 6.67
Weighted Average Remaining Contractual Term, grants outstanding	7 years 8 months 12 days
Expected weighted average period	3 years 4 months 24 days
Aggregate Intrinsic Value, grants outstanding \| $	$ 19.3
Aggregate Intrinsic Value, grants vested \| $	$ 4.9
2021 Equity Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units, grant outstanding beginning balance \| shares	3,714,540
Number of units, granted \| shares	496,627
Number of grants, forfeited \| shares	(8,800)
Number of units, grant outstanding ending balance \| shares	4,202,367
Number of grants, vested \| shares	999,352
Number of grants, unvested \| shares	3,203,015
Weighted average exercise price, grant outstanding beginning balance \| $ / shares	$ 15.33
Weighted average exercise price, exercised \| $ / shares	14.82
Weighted average exercise price, forefeited \| $ / shares	17.52
Weighted average exercise price, grant outstanding ending balance \| $ / shares	15.27
Weighted average exercise price, grants vested \| $ / shares	15.07
Weighted average exercise price, grants unvested \| $ / shares	$ 15.33
Weighted Average Remaining Contractual Term, grants outstanding	9 years 1 month 6 days
Expected weighted average period	9 years
Aggregate Intrinsic Value, grants outstanding \| $	$ 0.0
Aggregate Intrinsic Value, grants vested \| $	$ 0.0

Goodwill, Trade Name, and Customer Lists - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 17.1	$ 18.4	$ 34.3	$ 36.7

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) Unit	Dec. 31, 2020 Unit	Jan. 01, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Depreciation and amortization	$ 34,407	$ 35,918	$ 68,441	$ 70,681
Right-of-Use Asset	16,008		16,008					$ 12,700
Operating lease liabilities	18,000		18,000					$ 15,000
Number of Reporting Units \| Unit						2	2
Gain (loss) on foreign currency exchange rates			(37)	319
Goodwill [Member]
Summary Of Significant Accounting Policies [Line Items]
Goodwill impairment					$ 0	$ 0
Other Comprehensive Income (Loss) [Member]
Summary Of Significant Accounting Policies [Line Items]
Gain (loss) on foreign currency exchange rates	(11,300)	(1,300)	(12,800)	1,500
Operations and Comprehensive Income (Loss) [Member]
Summary Of Significant Accounting Policies [Line Items]
Gain (loss) on foreign currency exchange rates	300	200	1,300	300
Customer Lists [Member]
Summary Of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful life						14 years
Depreciation and amortization	15,200	16,400	$ 30,500	$ 32,700
Customer Lists [Member] \| Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful life			13 years
Customer Lists [Member] \| Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful life			14 years
Trade Name [Member]
Summary Of Significant Accounting Policies [Line Items]
Intangible asset, estimated useful life			20 years	20 years
Depreciation and amortization	$ 1,900	$ 2,000	$ 3,800	$ 4,000
Trade Name [Member] \| Customer Lists [Member]
Summary Of Significant Accounting Policies [Line Items]
Impairment of intangible assets						$ 0

Condensed Consolidated Statement of Changes in Stockholder's Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In-Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive (Loss) [Member]
Balance at Dec. 31, 2020	$ 794,270	$ 130	$ 839,148	$ (47,492)	$ 2,484
Share-based compensation	562		562
Foreign currency translation	2,760				2,760
Net income	(19,389)			(19,389)
Balance at Mar. 31, 2021	778,203	130	839,710	(66,881)	5,244
Balance at Dec. 31, 2020	794,270	130	839,148	(47,492)	2,484
Foreign currency translation	1,465
Net income	(15,619)
Balance at Jun. 30, 2021	1,099,795	153	1,158,804	(63,111)	3,949
Balance at Mar. 31, 2021	778,203	130	839,710	(66,881)	5,244
Share-based compensation	2,664		2,664
Capital contributions	241		241
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions	316,525	23	316,502
Shareholder distribution	(313)		(313)
Foreign currency translation	(1,295)				(1,295)
Net income	3,770			3,770
Balance at Jun. 30, 2021	1,099,795	153	1,158,804	(63,111)	3,949
Balance at Dec. 31, 2021	1,132,238	153	1,165,163	(31,441)	(1,637)
Share-based compensation	1,859		1,859
Exercise of stock options	547	0	547
Foreign currency translation	(1,517)				(1,517)
Net income	13,013			13,013
Balance at Mar. 31, 2022	1,146,140	153	1,167,569	(18,428)	(3,154)
Balance at Dec. 31, 2021	1,132,238	153	1,165,163	(31,441)	(1,637)
Foreign currency translation	(12,836)
Net income	27,249
Balance at Jun. 30, 2022	1,151,625	153	1,170,137	(4,192)	(14,473)
Balance at Mar. 31, 2022	1,146,140	153	1,167,569	(18,428)	(3,154)
Share-based compensation	1,943		1,943
Exercise of stock options	723	0	723
Common stock withheld for tax obligations restricted stock unit settlement	(98)		(98)
Foreign currency translation	(11,319)				(11,319)
Net income	14,236			14,236
Balance at Jun. 30, 2022	$ 1,151,625	$ 153	$ 1,170,137	$ (4,192)	$ (14,473)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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Revenue from Contract with Customer [Abstract]

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Total lease cost	$ 2,078	$ 4,122
Finance Lease [Member]
Lessee, Lease, Description [Line Items]
Amortization of Leased Asset	190	400
Interest on lease liabilities	10	21
Total finance lease costs	200	421
Operating Lease [Member]
Lessee, Lease, Description [Line Items]
Fixed	1,828	3,587
Short term	55	113
Variable	8	14
Sub-leases	12	12
Total operating lease costs	$ 1,878	$ 3,701

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022
Leases [Abstract]
Finance Lease, 2022	$ 435
Finance Lease, 2023	108
Finance Lease, Liability, Payment, Due, Total	543
Finance Lease, Less: Imputed interest	(11)
Finance Leases, Present value of minimum lease payments	532
Operating Lease, 2022	3,919
Operating Lease, 2023	6,153
Operating Lease, 2024	5,357
Operating Lease, 2025	2,096
Operating Lease, 2026	1,584
Operating Lease, Thereafter	402
Lessee, Operating Lease, Liability, to be Paid, Total	19,511
Operating Lease, Less: Imputed interest	(1,511)
Operating Lease, Present value of minimum lease payments	18,000	$ 15,000
2022	4,354
2023	6,261
2024	5,357
2025	2,096
2026	1,584
Thereafter	402
Total minimum lease payments	$ 20,054

Long-term Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Long-term Debt

Note 6. Long-term Debt

The fair value of the Company’s long-term debt obligations approximated their book value as of June 30, 2022 and December 31, 2021 and consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Successor First Lien Credit Facility	$	564,724		$	564,724
Less: Deferred financing costs		(8,985	)		(9,879	)
Long-term debt, net	$	555,739		$	554,845

In February 2020, a new financing structure was established consisting of a new First Lien Credit Agreement (“Successor First Lien Agreement”) and a new Second Lien Credit Agreement (“Successor Second Lien Agreement”) (collectively, the “Successor Credit Agreements”). The Successor First Lien Agreement provided financing in the form of a $670.0 million term loan due January 31, 2027, carrying an interest rate of 3.25% to 3.50%, based on the first lien leverage ratio, plus LIBOR (“Successor First Lien Credit Facility”) and a new $75.0 million revolving credit facility due January 31, 2025 (“Successor Revolver”). The Successor First Lien Credit Facility required mandatory quarterly repayments of 0.25% of the original loan balance commencing September 30, 2020. Beginning with the year ending December 31, 2021, the Successor First Lien Credit Facility required mandatory payments based on calculated excess cash flow, as defined within the Successor First Lien Credit Agreement. The Successor Second Lien Agreement provided financing in the form of a $145.0 million term loan due January 31, 2028, carrying an interest rate of 8.50% plus LIBOR (“Successor Second Lien Credit Facility”). The Successor Credit Agreements are collateralized by substantially all assets and capital stock owned by direct and indirect domestic subsidiaries and are governed by certain restrictive covenants including limitations on indebtedness, liens, and other corporate actions such as investments and acquisitions. In the event the Company’s outstanding indebtedness under the Successor Revolver exceeds 35% of the aggregate principal amount of the revolving commitments then in effect, it is required to maintain a consolidated first lien leverage ratio no greater than 7.75 to 1:00.

In February 2021, the Company refinanced its Successor First Lien Credit Facility at an increased principal amount of $766.6 million due January 31, 2027, carrying a reduced interest rate of 3.00% to 3.25%, based on the first lien leverage ratio, plus LIBOR. No changes were made to the associated revolving credit facility due January 31, 2025. In connection with the refinancing of the Successor First Lien Credit Facility, the Company fully repaid its Successor Second Lien Credit Facility. As a result of these transactions the Company recorded a total loss on extinguishment of debt of $13.9 million, composed of the write-off of unamortized deferred financing costs plus a prepayment premium, accrued interest, and other fees.

In connection with the closing of the Company’s initial public offering (“IPO”), on June 30, 2021, the Company repaid $200.0 million of its Successor First Lien Credit Facility outstanding, of which $44.3 million was applied to the remaining quarterly principal payments due under the Successor First Lien Agreement. As a result of the IPO, the Company’s interest rate under the Successor First Lien Credit Facility was reduced by 0.25% to a range of 2.75% to 3.00%, based on the first lien ratio, plus LIBOR. The remaining $564.7 million term loan is scheduled to mature on January 31, 2027. As a result of the prepayment, the Company recorded additional interest expense of $3.7 million associated with the accelerated amortization of the related deferred financing costs.

Additionally, in connection with the closing of the IPO, the Company entered into an amendment that increased the borrowing capacity under the Successor Revolver from $75.0 million to $100.0 million and extended the maturity date from January 31, 2025 to July 31, 2026. As of June 30, 2022, the Company had no outstanding amounts under the Successor Revolver, and therefore was not subject to the consolidated first lien leverage ratio covenant and was compliant with all other covenants under the agreement.

Revenues

6 Months Ended

Jun. 30, 2022

Revenues

Note 9. Revenues

Performance obligations

Substantially all of the Company’s revenues are recognized at a point in time when the orders are completed and the completed reports are reported, or otherwise made available. For revenues delivered over time, the output method is utilized to measure the value to the customer based on the transfer to date of the services promised, with no rights of return once consumed. In these cases, revenues on transactional contracts with a defined price but an undefined quantity is recognized utilizing the right to invoice expedient resulting in revenues being recognized when the service is provided and becomes billable. Additionally, under this practical expedient, the Company is not required to estimate the transaction price.

Accordingly, in any period, the Company does not recognize a significant amount of revenues from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenues recognized during the three and six months ended June 30, 2022 and 2021 were immaterial.

Contract assets and liabilities

The contract asset balance was $9.4 million and $7.4 million as of June 30, 2022 and December 31, 2021, respectively, and is included in accounts receivable, net in the accompanying condensed consolidated balance sheets. The contract liability balance was $0.7 million and $0.9 million as of June 30, 2022 and December 31, 2021, respectively, and is included in deferred revenues in the accompanying condensed consolidated balance sheets. An immaterial amount of revenues was recognized in the current period related to the beginning balance of deferred revenues.

Concentrations

The Company did not have any customers which represented 10% or more of consolidated revenues for the three and six months ended June 30, 2022 and 2021. Additionally, the Company did not have any customers which represented 10% or more of consolidated accounts receivable, net for any period presented.

For additional disclosures about the disaggregation of our revenues see Note 16, “Reportable Segments.”

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Share-based Payment Arrangement [Abstract]

Share-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Compensation

Note 10. Share-based Compensation


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Share-based compensation expense
Cost of services	$	277	$	41	$	551	$	73
Product and technology expense		312		67		516		121
Selling, general, and administrative expense		1,354		2,556		2,735		3,032
Total share-based compensation expense	$	1,943	$	2,664	$	3,802	$	3,226

Successor Plan

Prior to the IPO, all share-based awards were issued by Fastball Holdco, L.P., the Company’s previous parent company under individual grant agreements and the partnership agreement of such parent company (collectively the “Successor Plan”).

Awards issued under the Successor Plan consist of options and profits interests and vest based on two criteria (50% each): (1) Time — awards vest over five years at a rate of 20% per year; and (2) Performance — awards vest based upon a combination of the five year time vesting, subject to the Company’s investors receiving a targeted money-on-money return. Options issued under the Successor Plan generally expire ten years after the grant date. No awards were issued under the plan during the period from January 1, 2021 through June 30, 2021.

In connection with the Company’s IPO, the Company’s parent was dissolved. Awards issued by the Company’s parent were converted in accordance with non-discretionary anti-dilution provisions of the Successor grants as follows:

•

All vested outstanding profits interest grants issued by the Company’s parent were converted to common stock in the Company and all unvested outstanding profits interest grants issued by the Company’s parent were converted to restricted stock in the Company under the 2021 Omnibus Incentive Plan (the “2021 Equity Plan”). The number of common stock and restricted stock shares issued to each profits interest holder was ratably adjusted to preserve the fair value of the awards. Additionally, the vesting conditions and equity classification of the awards remained unchanged as a result of the conversion.

•

All outstanding stock option grants issued by the Company’s parent were converted into stock options issued by the Company under the terms of the individual grant agreements. The number of options granted and the strike price of the options was ratably adjusted using an exchange ratio calculated to preserve the fair value of the awards. Additionally, the vesting, vesting conditions, and equity classification of the awards remained unchanged as a result of the conversion.


		Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
December 31, 2021	Grants outstanding		3,519,563		$	6.66
	Grants exercised		(192,230	)	$	6.67
	Grants cancelled/forfeited		(113,264	)	$	6.61
June 30, 2022	Grants outstanding		3,214,069		$	6.66	7.7 Years	$19.3 million
June 30, 2022	Grants vested		820,282		$	6.64	7.7 Years	$4.9 million
June 30, 2022	Grants unvested		2,393,787		$	6.67

2021 Equity Plan

In connection with the IPO, the Company adopted the 2021 Equity Plan. The 2021 Equity Plan is intended to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. The 2021 Equity Plan provides for the grant of awards of stock options, stock appreciation rights, restricted shares, restricted stock units, and other equity-based or cash-based awards as determined by the Company’s Compensation Committee. The 2021 Equity Plan initially had a total of 17,525,000 shares of common stock reserved. The number of reserved shares automatically increases on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030, in an amount equal to the lesser of (x) 2.5% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year and (y) a number of shares as determined by the Board of Directors. As of June 30, 2022, 13,711,950 shares were available for issuance under the 2021 Equity Plan.

Stock Options

Stock options issued immediately prior to the IPO vest based on two criteria (50% each): (1) Time — awards vest over five years at a rate of 20% per year; and (2) Performance — awards vest based upon a combination of the five year time vesting, subject to the Company’s investors receiving a targeted money-on-money return. Stock options issued after the IPO vest annually, generally over four to five years. Stock options generally expire ten years after the grant date.

A summary of the option activity for the six months ended June 30, 2022 is as follows:


		Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
December 31, 2021	Grants outstanding		3,714,540		$	15.33
	Grants issued		496,627		$	14.82
	Grants cancelled/forfeited		(8,800	)	$	17.52
June 30, 2022	Grants outstanding		4,202,367		$	15.27	9.1 Years		—
June 30, 2022	Grants vested		999,352		$	15.07	9.0 Years		—
June 30, 2022	Grants unvested		3,203,015		$	15.33


	Options
Expected stock price volatility		34.60	%
Risk-free interest rate		2.78	%
Expected term (in years)		6.2
Estimated fair-value of the underlying unit	$	14.82

Restricted Stock Units

Restricted stock units (“RSU”) vest annually, generally over three to five years.

A summary of the RSU activity for the six months ended June 30, 2022 is as follows:


		Shares			Weighted Average Grant Date Fair Value
December 31, 2021	Nonvested RSUs		340,875		$	17.19
	Granted		178,650		$	14.40
	Vested		(38,600	)	$	16.54
	Forfeited		(4,400	)	$	17.52
June 30, 2022	Nonvested RSUs		476,525		$	16.19

Restricted Stock


		Shares			Weighted Average Grant Date Fair Value
December 31, 2021	Nonvested restricted stock		2,613,359		$	3.85
	Granted		—		$	—
	Vested		(332,059	)	$	3.85
June 30, 2022	Nonvested restricted stock		2,281,300		$	3.85

As of June 30, 2022, the Company had approximately $38.1 million of unrecognized pre-tax noncash compensation expense, comprised of approximately $8.3 million related to restricted stock, $7.2 million related to restricted stock units, and approximately $22.6 million related to stock options, which the Company expects to recognize over a weighted average period of 3.4 years.

2021 Employee Stock Purchase Plan

On June 25, 2021, in connection with the IPO, the Company adopted the First Advantage Corporation 2021 Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to voluntarily make after-tax contributions of up to 15% of such employee’s cash compensation to acquire Company stock during designated offering periods. During each offering period, there will be one six-month purchase period, which will have the same duration and coincide with the length of the offering period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. No purchases have been made under the ESPP as of June 30, 2022.

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts Receivable (net of allowance for doubtful accounts)	$ 1,128	$ 1,258
Long term debt (net of deferred financing costs)	$ 8,985	$ 9,879
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	153,125,085	152,901,040
Common stock, shares outstanding	153,125,085	152,901,040

Property and Equipment, net - Summary of Property and Equipment, net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, net	$ 136,536	$ 154,309
Successor Period [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	301,649	285,794
Less: accumulated depreciation and amortization	(165,113)	(131,485)
Property and equipment, net	136,536	154,309
Furniture and equipment [Member] \| Successor Period [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	23,450	20,462
Capitalized software for internal use, acquired by business combination [Member] \| Successor Period [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	231,105	225,005
Capitalized software for internal use, developed internally or otherwise purchased [Member] \| Successor Period [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	44,192	37,326
Leasehold improvements [Member] \| Successor Period [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	$ 2,902	$ 3,001

Related Party Transactions - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Related party expenses	$ 0

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Net Income (Loss) Per Share

Leases (Additional Information) (Details)	Jun. 30, 2022
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lease term of contract	9 years
Lease term of contract in majority	5 years
Renewal lease terms	5 years
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lease term of contract	1 year
Lease term of contract in majority	3 years
Renewal lease terms	1 year

Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Note 15. Net Income (Loss) Per Share

Basic weighted-average shares outstanding excludes nonvested restricted stock. Diluted weighted average shares outstanding is similar to basic weighted-average shares outstanding, except that the weighted-average number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common share had been issued, including the dilutive impact of nonvested restricted stock. The Company did not have any potentially dilutive securities during the six months ended June 30, 2022. Basic and diluted net income (loss) per share was calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic net income (loss) per share	$	0.09	$	0.03	$	0.18	$	(0.12	)
Diluted net income (loss) per share	$	0.09	$	0.03	$	0.18	$	(0.12	)
Numerator:
Net income (loss) (in thousands)	$	14,236	$	3,770	$	27,249	$	(15,619	)
Denominator:
Weighted average number of shares outstanding - basic		150,748,211		131,507,005		150,644,034		130,757,666
Add stock options to purchase shares and restricted stock units		1,612,139		3,861,904		1,717,754		—
Weighted average number of shares outstanding - diluted		152,360,350		135,368,909		152,361,788		130,757,666

For the three and six months ended June 30, 2022, 2,533,594 and 2,292,520 stock options were excluded from the calculation of diluted net income (loss) per share, respectively, because their effects were anti-dilutive.

Reportable Segments - Additional Information (Details)	3 Months Ended		6 Months Ended
Reportable Segments - Additional Information (Details)	Jun. 30, 2022 Customer	Jun. 30, 2021 Customer	Jun. 30, 2022 Customer Segment	Jun. 30, 2021 Customer
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment			2
Non-US [Member] \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, number of customers \| Customer	0	0	0	0
Non-US [Member] \| Revenue Benchmark \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Percentage of sales	10.00%	10.00%	10.00%	10.00%

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Nov. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Restructuring Cost And Reserve [Line Items]
Goodwill			$ 796,556	$ 793,892
March 2021 UK Acquisition [Member]
Restructuring Cost And Reserve [Line Items]
Goodwill		$ 3,100
Intangible assets		3,000
Cash, net of cash acquired		$ 7,600
Form I-9 Compliance [Member]
Restructuring Cost And Reserve [Line Items]
Cash consideration			19,087
Current assets			1,151
Liabilities assumed			325
Cash, net of cash acquired			$ 19,800
Corporate Screening Services, LLC [Member]
Restructuring Cost And Reserve [Line Items]
Goodwill	$ 22,200
Intangible assets	15,500
Customer list	$ 11,800
Intangible asset, estimated useful life	14 years
Current assets	$ 2,900
Liabilities assumed	$ 1,600
Business acquisition, Percentage acquired	100.00%
Cash, net of cash acquired	$ 39,400
Developed Technology [Member] \| Corporate Screening Services, LLC [Member]
Restructuring Cost And Reserve [Line Items]
Intangible assets	$ 3,600
Intangible asset, estimated useful life	5 years

Net Income (Loss) Per Share - Summary of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Basic net income (loss) per share	$ 0.09		$ 0.03		$ 0.18	$ (0.12)
Diluted net income (loss) per share	$ 0.09		$ 0.03		$ 0.18	$ (0.12)
Numerator:
Net Income (Loss)	$ 14,236	$ 13,013	$ 3,770	$ (19,389)	$ 27,249	$ (15,619)
Denominator:
Weighted average number of shares outstanding - basic	150,748,211		131,507,005		150,644,034	130,757,666
Add stock options to purchase shares and restricted stock units	1,612,139		3,861,904		1,717,754	0
Weighted average number of shares outstanding - diluted	152,360,350		135,368,909		152,361,788	130,757,666

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.